1. Introduction
These terms together with the Service Documents and Software Agreement (together, the “Agreement”), made between you (“you”) and 2coves Technology Ltd. (“2coves”), govern your purchase and use of Products and Services from 2coves Technology Ltd. In the event of a conflict between these agreements the following priority order will apply:

(1) the applicable Service Document or Software Agreement;

and (2) these Commercial Terms of Sale.

The Products and Services are solely for your internal use. If you wish to resell 2coves Technology Ltd. Products and Services, alternative reseller terms of sale, will apply.

2. Definitions
“Affiliate” means a legal entity that is controlled by, controls, or is under common control with 2coves or you respectively. Control means more than 50% of the voting power or ownership interests.

“Hardware” means computer hardware including all components embedded before shipping.

“Order Confirmation” means the written order confirmation issued by 2coves when 2coves accepts your order for Products and/or Services.

“Products” means Hardware, Software, or both.

“Services” means any and all services provided by (or on behalf of) 2coves.

“Service Document” means (i) the service descriptions found here or (ii) any statement of work describing specific Services.

“Software” means any software, library, utility, tool, or other computer or program code, in object (binary) or source-code form, as well as related documentation, provided by 2coves to you. Software includes software (1) provided by 2coves and locally installed on Hardware or (2) made available by 2coves and accessed by you through the internet or other remote means (such as websites, portals, and “cloud-based” solutions).

“Software Agreement” means the license agreement included in writing with the software packaging or presented to you during installation or use of the Software; or (ii) if no license terms have been provided in writing or online, the applicable End User License Agreement, such as the 2coves End User License Agreement.

3. Duration of the Agreement
This Agreement will continue until all Services and applicable Hardware warranties have expired. Each Service will continue for the term stated in the Order Confirmation or, if no term is stated, the term, if any, stated in the Service Document. Any use beyond that term will be subject to the then-current Service Document.


4. Ordering
You may place an order for Products and/or Services directly with 2coves. A contract between you and 2coves is formed only when 2coves issues you with an Order Confirmation or otherwise accepts a purchase order issued by you on the basis of this Agreement.

5. Prices, Payment and Taxes
A. Prices. Prices for Products and/or Services shall be set out in the Order Confirmation or Service Document.

B. Payment. Invoices shall be paid within 30 days of the invoice date in the currency identified on the invoice. You must advise 2coves in writing of a material error in the invoice within 14 days of the invoice date. In that event, (i) payment of amounts corrected by 2coves shall be due within 30 days of correction, and (ii) all other amounts shall be paid by the invoice due date.

6. Products, Services and Software
A. Performance. 2coves shall provide (i) the Hardware in accordance with the Order Confirmation and (ii) the Services in accordance with the applicable Service Document.

B. Title and Risk. Title and risk to the Hardware passes from 2coves to you upon delivery.

C. Suspension. 2coves may suspend all or part of its obligations under this Agreement:-

(i) if required to do so under applicable law;

(ii) if 2coves believes that you are involved in any fraudulent or illegal activities; or

(iii) if you are in breach of your payment obligations or other terms set out in this Agreement.

D. Software. The terms upon which 2coves shall provide the Software to you are set out in the applicable Software Agreement.

7. Your Obligations
A Your Authorisation for Provision of Services. You will ensure that 2coves’s performance of the Services will not affect any third party manufacturer’s warranties. You authorise, and will have obtained all necessary permissions or consents to allow 2coves to use or access any and all software, hardware, systems and data that you provide to us, or that you request 2coves to use, or which may be necessary to perform the Services.

B Co-operation. You will provide all co-operation necessary for 2coves and/or its agents to perform the Agreement including co-operating with any instructions provided by 2coves.

C On-site Obligations. Where Services are provided on-site, you will provide 2coves with free, safe and sufficient access to your facilities and environment, including working space, electricity, safety equipment, access to a computer and a local telephone line.

D Data back-up. You are solely responsible for completing regular back-ups of all data, software and programs on your systems, prior to and during the delivery of the Services.

8 Intellectual Property and Confidentiality
A Intellectual Property: All right, title, and interest in the intellectual property in the Hardware, and the methods and processes by which the Services are performed belong solely and exclusively to 2coves Technology Ltd, its suppliers or licensors. 2coves grants you a non-exclusive, non-transferable, free of charge right to use the Services solely (i) in the country or countries in which you do business, (ii) for your internal use, and (iii) for you to enjoy the benefit of the Services as stated in this Agreement.

B Confidentiality: Information that is not generally known to the public, whether or not it is described as confidential or which, due to the nature of the information or the circumstances surrounding its disclosure, should reasonably be understood to be confidential (“Confidential Information”), may only be disclosed to the receiving party on a “need-to-know” basis. The receiving party shall keep the Confidential Information confidential and may not disclose it to any third party. The receiving party shall be liable to the disclosing party for disclosures by its personnel or advisors.

9. Quality of Products

WARRANTIES
A. 2coves will provide the Services with reasonable care and skill (the “Services Warranty”).

B. 2coves will provide the Hardware free from material defects for a period of 12 months from the date of the invoice (“Hardware Warranty”).

C. 2coves will provide the 2coves-branded spare parts free from defects for (i) 90 days from the date of delivery or (ii) for the remainder of the period of the Hardware Warranty if longer.

D. All other warranties and other terms implied by law are, to the fullest extent permitted by law, excluded from the Agreement.

NOTIFICATION
E. If the Hardware does not comply with the Hardware Warranty, you must notify 2coves in writing within 7 days of the date you discovered, or ought to have discovered, the defect.

REMEDIES
F. 2coves shall either repair or replace the Hardware that does not comply with the Hardware Warranty. 2coves may use new or reconditioned replacement parts in line with industry standards.

G. Where Hardware is replaced, you shall return it to 2coves or you shall pay 2coves the applicable prices for the replacement Hardware which shall be invoiced by 2coves.

H. 2coves shall re-perform those Services which do not comply with the Services Warranty.

I. The above warranties do not apply to:

(i) damage caused by alteration, repair, adjustment or installation by someone other than 2coves;

(ii) damage caused due to accident, misuse or abuse;

(iii) damage caused due to 2coves’s compliance with your written instructions;

(iv) damage caused due to normal wear and tear;

(v) damage caused due to use of parts and components not supplied or intended for use with the Products; or

(vi) products, software or services made, created or performed by a party other than 2coves; together the “Excluded Events”.

10. Indemnification
A Indemnity from 2coves. 2coves shall indemnify you against any third party claim that the Hardware and/or Services (excluding third party Products) supplied by 2coves infringe that third party’s intellectual property rights in the country in which 2coves delivers the Hardware and/or Services (“Indemnified Claims”).

B Additional Remedies. If 2coves receives prompt notice of an Indemnified Claim that, in 2coves’s reasonable opinion, is likely to result in an adverse ruling, then 2coves shall, at its discretion and as a sole and exclusive remedy, offer a reasonable resolution to the breach such as, but not limited to, obtaining a right for you to continue using such Hardware or Services, modifying such Hardware to make it non-infringing or replacing such Hardware. 2coves shall have no obligation for any claim resulting or arising from any Excluded Events.

C Process. 2coves duty to indemnify is dependent upon:-

(1) 2coves receiving prompt written notice of the third party claim;

(2) 2coves having sole control of the defence and resolution of such claim, and

(3) your cooperation with 2coves in defending and resolving such claim.

D Indemnity from you. You shall indemnify 2coves Technology Ltd. and its Affiliates against any third party claim arising out of:-

(1) your failure to obtain any appropriate license, rights, or other permissions associated with technology, software or data;

(2) your breach of 2coves’s, its Affiliates’ or third parties’ intellectual property rights;

(3) any inaccurate representation regarding the existence of an export license or any allegation made against 2coves due to your violation or violation of applicable export laws, regulations, or orders; and

(4) any allegation made against, or loss to, 2coves due to your violation or alleged violation of applicable anti-bribery or anti-corruption laws, regulations or orders.

11. Compliance with Laws
A Each party agrees to comply with all applicable laws and regulations.

B You acknowledge that the Products and Services provided under this Agreement, which may include technology, authentication and encryption, are subject to the customs and export control laws and regulations of the United Kingdom (“U.K.”); may be rendered or performed either in the U.K., in countries outside the U.K., or outside the borders of the country in which you or your systems are located; and may also be subject to the customs and export laws and regulations of the country in which the Products or Services are rendered or received. You also may be subject to import or re-export restrictions in the event you transfer the Products or Services from the country of delivery and you are responsible for complying with applicable restrictions.

12. Termination
A Either party may terminate this Agreement (i) if the other party commits a material breach which is not cured within 30 days of written notice or (ii) if the other party ceases, or threatens to cease, to carry on business or becomes insolvent.

B Upon termination of this Agreement, all rights and obligations under this Agreement will automatically terminate except for rights of action accruing prior to termination, payment obligations, and any obligations that expressly or by implication are intended to survive termination.

13. Limitation of Liability
A Neither 2coves nor you exclude or limit liability for (i) death or personal injury resulting from negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that cannot be excluded by law.

B Neither 2coves nor you shall be liable for (i) loss of profit, income or revenue; (ii) loss of use of your systems or networks; (iii) loss of goodwill or reputation; (iv) loss of, corruption of or damage to data, software or media; (v) recovery or reinstallation of data or programs; or (vi) special, indirect or consequential loss or damage.

C Neither party’s total liability to the other party, however arising out of or in connection with this Agreement, shall exceed 125% of the prices payable by you to 2coves under this Agreement.

14. Data Privacy
A Each party shall comply with all laws and regulations that are applicable to that party in relation to the processing of personal data under this Agreement. In this clause, “personal data” and “processing” have the meaning set out in the Data Protection Act 1998.

B You shall obtain all necessary rights, permissions and consents prior to disclosing any personal data to 2coves.

C To the extent that 2coves processes any personal data on your behalf, 2coves shall (i) only process the personal data as required to fulfil its rights and obligations under this Agreement and/or in accordance with your written instructions; (ii) implement appropriate technical and organizational measures to protect the personal data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access. You authorise 2coves to make worldwide transfers, in the normal course of its business, of personal data to other entities, subcontractors and/or business partners.

D You agree that 2coves can use any customer or transaction related without restriction for the purposes of providing, assessing and/or improving Products, Services or other offerings.

15. WEEE Compliance
2coves takes responsibility for compliance with the Waste Electrical and Electronic Equipment Directive 2002/96/EC (“WEEE”) as amended or superseded from time to time. You are responsible for returning products at your cost to 2coves’s designated collection facilities as per 2coves’s WEEE recycling program.

16. Additional Terms
A. Assignment and Subcontracting. Neither party may assign or transfer this Agreement without the prior written consent of the other party except that 2coves may without your consent (i) assign to its affiliated companies and (ii) subcontract any or all of its obligations under this Agreement but shall remain liable to you for such obligations.

B. Excused Performance. Neither party shall be liable to the other for any delay or failure to perform any of its obligations caused by events beyond its reasonable control. If the delay lasts longer than 30 days, then the other party may immediately terminate, in whole or in part, this Agreement by giving written notice to the delayed party.

C. Governing Law. This Agreement will be governed by English law and the English courts shall have exclusive jurisdiction.

D. Third Party Rights. A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

E. Notices. Notice to 2coves under this Agreement must be in writing and sent by postage prepaid first-class mail or receipted courier service to the address below or to such other address (including e-mail) as specified in writing, and will be effective upon receipt.

2Coves Technology Ltd.
3 Middle Walk
St Austell
Cornwall
PL26 6BB

F. Entire Agreement This Agreement is the entire agreement with respect to its subject matter and each party acknowledges that it has not relied on, and shall have no right or remedy in respect of any statement, representation or warranty other than as expressly set out in this Agreement.

G. Changes. Changes to this Agreement will be made only through a written amendment signed by both parties.

H. Severability. If any provision of this Agreement is found to be void or unenforceable, such provision will be removed or modified to the extent necessary to give effect to the commercial intention of the parties and to comply with the law, and the remainder of this Agreement will remain in full force.

2coves branded products, software and services, the 2coves End User Licence Agreement. A version shall apply and the 2coves terms set out in the Product Warranty, Software Use Rights, Customer Service Options, Personalized Support Services and additional Warranty Information (found here) (the “2coves terms”) shall also be incorporated into this Agreement. In the event of any conflict, the following priority order will apply (1) the 2coves terms and (2) this Agreement. The warranties provided by 2coves are the sole and exclusive warranties and are in lieu of any warranties in this Agreement.

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